SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
RAMA MICHAEL P

(Last) (First) (Middle)
200 SOUTH PARK ROAD
SUITE 350

(Street)
HOLLYWOOD FL 33021

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NV5 Holdings, Inc. [ NVEE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP and CFO
3. Date of Earliest Transaction (Month/Day/Year)
10/09/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/09/2013 X 8,000 A $6 20,346 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant (Right to Buy) $7.8 10/09/2013 D(1) 8,000 (1) 03/27/2018 Common Stock 8,000 (1) 0 D
Warrant (Right to Buy) $6 10/09/2013 A(1) 8,000 (1) 03/27/2018 Common Stock 8,000 (1) 8,000 D
Warrant (Right to Buy) $6 10/09/2013 X 8,000 (1) 03/27/2018 Common Stock 8,000 (1) 0 D
Explanation of Responses:
1. The Issuer effectuated a temporary reduction of the exercise price of all of its outstanding public warrants from $7.80 per share to $6.00 per share, commencing on September 27, 2013 and continuing until 5:00 p.m., New York City time, on October 11, 2013. The two reported transactions involve a change in the exercise price of the outstanding warrant upon exercise, resulting in the deemed cancellation of the "old" warrant exercised and the grant of a replacement warrant for the number of shares exercised. The warrant was originally purchased on April 2, 2013.
/s/ MaryJo O'Brien, as attorney in fact 10/09/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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